Business New Concept

BUSINESS NEW CONCEPT AGREEMENT

Parties

This Business New Concept Agreement ("Agreement") is made between:

Recitals

WHEREAS, Disclosing Party is the originator of a new business concept, including proprietary ideas, materials, business plans and related know-how (collectively, "Concept");

WHEREAS, Receiving Party wishes to evaluate, develop and potentially commercialize the Concept subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to development, payment, confidentiality and ownership of the Concept.

Scope of Work

Disclosing Party will provide conceptual materials, prototypes and advisory services described below. Receiving Party will perform development, market analysis, and related activities as set forth in this Agreement.

Payment Terms

As consideration for the development and related services, Receiving Party shall pay Disclosing Party as set forth below.

Late payments shall incur interest at the lesser of the maximum lawful rate or: per month, plus reasonable collection costs.

Bank transfer Check Other:

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for material breach is permitted where the breaching party fails to cure within days after written notice of such breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by Disclosing Party to Receiving Party related to the Concept, including but not limited to technical data, know-how, business plans, financial projections and marketing strategies. Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is rightfully received by Receiving Party from a third party without restriction; or (d) is independently developed by Receiving Party without use of Confidential Information.

Receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) limit access to those employees, consultants or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (iii) not use Confidential Information except to perform its obligations under this Agreement; and (iv) not disclose Confidential Information to any third party without prior written consent of Disclosing Party. Receiving Party shall exercise at least the degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality will continue for a period of years from the date of disclosure, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Ownership; License

Unless otherwise agreed in a separate written instrument signed by both parties, Disclosing Party shall retain all right, title and interest in and to the Concept and any existing intellectual property. Receiving Party shall not acquire any ownership rights in the Concept by reason of this Agreement. If the parties intend to transfer ownership or grant a license, such transfer or license must be set forth in a separate written agreement signed by authorized representatives of both parties.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement. Disclosing Party represents that to its knowledge it has the right to disclose the Concept. Except as expressly stated in this Agreement, all other warranties are disclaimed. Each party agrees to indemnify and hold the other harmless from third-party claims arising from the indemnifying party's breach of this Agreement or negligent acts or omissions in performing its obligations.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the county specified by the parties at the time of dispute, in accordance with the arbitration rules agreed upon by the parties.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or to a successor in interest by merger or sale of substantially all assets provided that the assignee assumes the assigning party's obligations hereunder.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice to the other. Notices are effective upon receipt.

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